Hoschett v. TSI International Software, Ltd.
Delaware Court of Chancery
683 A.2d 43 (1996)
TSI International Software, Ltd. (TSI) (defendant) was incorporated under Delaware law in 1993. TSI’s stock is held by 40 individuals, including Fred Hoschett (plaintiff). From its founding to the date of the current suit, TSI never held an annual shareholder meeting for the election of directors, as required by Delaware law. Hoschett sued TSI in October 1995, seeking to compel TSI to hold its annual meeting. In November 1995, TSI received a written consent from a majority of shareholders purporting to elect five directors. In response to Haschett’s motion for summary judgment, TSI claimed that the written consent action satisfied its obligation to hold an annual meeting to elect directors.
Rule of Law
Holding and Reasoning (Allen, J.)